Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements The audited financial statements for the years ended March 31, 2023, 2022 and 2021, as well as the unaudited quarterly financial information for the quarterly periods in the fiscal years ended March 31, 2023 and 2022 (collectively, the "Affected Periods") have been restated to correct material misstatements related to the collection of sales taxes on sales of products or goods to customers as further described below (the "Misstatements"). Additional errors were identified relating to the accounting treatment related to the deferred tax asset associated with the Company’s acquisition of PetCareRx in April 2023, reported in the first and second quarter of fiscal year 2024, which does not impact the Affected Periods. The Company also restated all amounts impacted within the notes to the financial statements in this Amendment. A description of the adjustments and their impacts on the previously issued financial statements are included below. Description of restatement adjustments In the third quarter of fiscal year 2024, the Company, reviewed the accounting treatment related to its previously reported sales tax accruals as well as the accounting treatment related to the valuation of the deferred tax asset associated with the Company’s acquisition of PetCareRx in April 2023. As a result of this review, management determined that the Company incorrectly applied GAAP as it relates to the sales tax liability included in our consolidated financial statements for each of the Affected Periods, and that it improperly valued the deferred tax asset and goodwill reported in the first and second quarters of fiscal year 2024. The restated sales tax accrual amounts assume that (i) customers who have not yet provided certificates or other documentation of exemption from sales tax are taxable, (ii) total potential interest and penalty assessments may be imposed, and (iii) the Company will not receive waivers of interest and penalties or other benefits under agreements it may obtain with jurisdictions from its outreach with voluntary disclosures. The Company expects to make adjustments to the sales tax liability in future periods as and if it obtains any waivers of interest and penalties or other benefits from its voluntary disclosures and as and if it obtains additional documentation from customers supporting exemption from sales tax. In connection with the Company’s evaluation of the Misstatements, additional errors were identified relating to the valuation of deferred taxes associated with the Company’s acquisition of PetCareRx in April 2023. These errors do not impact the Company’s consolidated financial statements for the Affected Periods and the correction of these errors will be reflected in the restatements included in our Amended Quarterly Reports. A summary of the impact of the adjustments described above relating to the Misstatements as of, and for the fiscal years ended March 31, 2023, 2022 and 2021, is as follows: Year ended March 31, 2023 March 31, 2022 March 31, 2021 (in thousands) As previously reported As restated As previously reported As restated As previously reported As restated Sales $ 256,858 $ 256,579 $ 273,417 $ 272,282 $ 309,215 $ 303,583 Gross profit $ 71,014 $ 70,735 $ 78,076 $ 76,941 $ 89,948 $ 84,316 Income (loss) from operations $ (1,430) $ 6,051 $ 25,710 $ 24,290 $ 37,587 $ 30,531 Net income (loss) $ 233 $ 5,140 $ 21,100 $ 18,716 $ 30,603 $ 23,919 Year ended March 31, 2023 March 31, 2022 March 31, 2021 As previously reported As restated As previously reported As restated As previously reported As restated Net income (numerator): Net income $ 233 $ 5,140 $ 21,100 $ 18,716 $ 30,603 $ 23,919 Shares (denominator): Weighted average number of common shares outstanding used in basic computation 20,275 20,275 20,176 20,176 20,060 20,060 Common shares issuable upon the vesting of restricted stock 54 54 172 172 49 49 Common shares issuable upon conversion of preferred shares 10 10 10 10 10 10 Shares used in diluted computation 20,339 20,339 20,358 20,358 20,119 20,119 Net income per common share: Basic $ 0.01 $ 0.25 $ 1.05 $ 0.93 $ 1.53 $ 1.19 Diluted $ 0.01 $ 0.25 $ 1.04 $ 0.92 $ 1.52 $ 1.19 We also restated unaudited interim financial information impacted by the Misstatements for the quarterly periods ended June 30, 2022, and 2021, September 30, 2022, and 2021, and December 31, 2022 and 2021. The categories of restatement adjustments and their impacts on previously reported financial statements are described below and identified in the Restatement Reconciliation Tables in the column entitled "Reference": a. Sales Tax – Sales tax on sales of services to customers who were subject to sales tax, inclusive of the total potential penalties and interest, that was not previously accrued by the Company is corrected by an increase to sales tax liabilities on the consolidated balance sheets. The effect of the adjustments on the consolidated statements of operations were recorded as a reduction to sales for the amount of tax, an increase to general and administrative expenses for accrued penalties and interest is included in other interest(expense) on the consolidated statements of operations. b. Tax provision / accrual – Tax provisions, deferred tax assets and liabilities were adjusted based on restated net income. Consolidated Financial Statements - Restatement Reconciliation Tables In light of the foregoing, in accordance with ASC 250, Accounting Changes and Error Corrections, we are restating the previously issued consolidated financial statements as of March 31, 2023 and 2022, and for the years ended March 31, 2023, 2022 and 2021, to reflect the effects of the restatement adjustments and to make certain corresponding disclosures. In the following tables, we have presented a reconciliation of our consolidated balance sheets, statements of operations, and cash flows as previously reported for these prior periods to the restated and revised amounts. Summary of Restatement - Consolidated Balance Sheets March 31, March 31, As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated ASSETS Current assets: Cash and cash equivalents $ 104,086 $ — $ 104,086 $ 111,080 $ — $ 111,080 Accounts receivable, less allowance for doubtful accounts of $35 and $39, respectively 1,740 — 1,740 1,913 — 1,913 Inventories - finished goods 19,023 — 19,023 32,455 — 32,455 Prepaid expenses and other current assets 4,719 4,719 4,866 — 4,866 Prepaid income taxes 1,883 (1,020) b 863 681 — 681 Total current assets 131,451 (1,020) 130,431 150,995 — 150,995 Noncurrent assets: Property and equipment, net 26,178 — 26,178 24,464 — 24,464 Intangible and other assets 5,860 — 5,860 860 — 860 Deferred tax assets, net 628 4,381 b 5,009 — 3,379 b 3,379 Total noncurrent assets 32,666 4,381 37,047 25,324 3,379 28,703 Total assets $ 164,117 $ 3,361 $ 167,478 $ 176,319 $ 3,379 $ 179,698 March 31, March 31, As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 25,208 $ — $ 25,208 $ 27,500 $ — $ 27,500 Sales tax payable — 26,113 a 26,113 — 24,157 a 24,157 Accrued expenses and other current liabilities 11,289 (5,098) a 6,191 5,697 (1,106) a 4,591 Income taxes payable — — — — — — Total current liabilities 36,497 21,015 57,512 33,197 23,051 56,248 Deferred tax liabilities — — — 936 (936) b — Other long-term liabilities 3,825 (3,825) a — — — — Total liabilities 40,322 17,190 57,512 34,133 22,115 56,248 Commitments and contingencies Shareholders' equity: Preferred stock, $.001 par value, 5,000 shares authorized; 3 convertible shares issued and outstanding with a liquidation preference of $4 per share 9 — 9 9 — 9 Common stock, $.001 par value, 40,000 shares authorized; 21,084 and 20,979 shares issued and outstanding, respectively 21 — 21 21 — 21 Additional paid-in capital 18,277 — 18,277 11,660 — 11,660 Retained earnings 105,488 (13,829) a, b 91,659 130,496 (18,736) a, b 111,760 Total shareholders' equity 123,795 (13,829) 109,966 142,186 (18,736) 123,450 Total liabilities and shareholders' equity $ 164,117 $ 3,361 $ 167,478 $ 176,319 $ 3,379 $ 179,698 Summary of Restatement - Consolidated Statements of Operations Year ended March 31, 2023 Year ended March 31, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 256,858 $ (279) a $ 256,579 $ 273,417 $ (1,135) a $ 272,282 Cost of sales 185,844 — 185,844 195,341 — 195,341 Gross profit 71,014 (279) 70,735 78,076 (1,135) 76,941 Operating expenses: General and administrative 49,474 (7,760) a 41,714 30,829 285 a 31,114 Advertising 19,424 — 19,424 18,799 — 18,799 Depreciation 3,546 — 3,546 2,738 — 2,738 Total operating expenses 72,444 (7,760) 64,684 52,366 285 52,651 (Loss) income from operations (1,430) 7,481 6,051 25,710 (1,420) 24,290 Other income: Interest income (expense), net 2,070 (1,620) a 450 335 (1,466) a (1,131) Other, net 944 — 944 1,026 — 1,026 Total other income 3,014 (1,620) 1,394 1,361 (1,466) (105) Income before provision for income taxes 1,584 5,861 7,445 27,071 (2,886) 24,185 Provision for income taxes 1,351 954 b 2,305 5,971 (502) b 5,469 Net income $ 233 $ 4,907 $ 5,140 $ 21,100 $ (2,384) $ 18,716 Net income per common share: Basic $ 0.01 $ 0.24 $ 0.25 $ 1.05 $ (0.12) $ 0.93 Diluted $ 0.01 $ 0.24 $ 0.25 $ 1.04 $ (0.12) $ 0.92 Weighted average number of common shares outstanding: Basic 20,275 — 20,275 20,176 — 20,176 Diluted 20,339 — 20,339 20,358 — 20,358 Cash dividends declared per common share $ 1.20 $ — $ 1.20 $ 1.20 $ — $ 1.20 Year ended March 31, 2021 As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 309,215 $ (5,632) a $ 303,583 Cost of sales 219,267 — 219,267 Gross profit 89,948 (5,632) 84,316 Operating expenses: General and administrative 28,293 1,424 a 29,717 Advertising 21,641 — 21,641 Depreciation 2,427 — 2,427 Total operating expenses 52,361 1,424 53,785 (Loss) income from operations 37,587 (7,056) 30,531 Other income: Interest income (expense), net 314 (1,210) a (896) Other, net 1,315 — 1,315 Total other income 1,629 (1,210) 419 Income before provision for income taxes 39,216 (8,266) 30,950 Provision for income taxes 8,613 (1,582) b 7,031 Net income $ 30,603 $ (6,684) $ 23,919 Net income per common share: Basic $ 1.53 $ (0.33) $ 1.19 Diluted $ 1.52 $ (0.33) $ 1.19 Weighted average number of common shares outstanding: Basic 20,060 — 20,060 Diluted 20,119 — 20,119 Cash dividends declared per common share $ 1.12 $ — $ 1.12 Summary of Restatement - Consolidated Cash Flow Statement Year ended March 31, 2023 Year ended March 31, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Cash flows from operating activities: Net income $ 233 $ 4,907 a $ 5,140 $ 21,100 $ (2,384) a $ 18,716 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,546 — 3,546 2,738 — 2,738 Share based compensation 6,617 — 6,617 4,549 — 4,549 Deferred income taxes (1,564) (66) b (1,630) (345) (501) b (846) Bad debt expense 214 — 214 165 — 165 (Increase) decrease in operating assets and increase (decrease) in liabilities: Accounts receivable (41) — (41) 509 — 509 Inventories - finished goods 13,432 — 13,432 1,965 — 1,965 Prepaid income taxes (1,202) 1,020 b (182) 278 — 278 Prepaid expenses and other current assets 147 — 147 (363) — (363) Accounts payable (2,292) — (2,292) (12,048) — (12,048) Sales tax payable — 1,956 a 1,956 — 2,928 a 2,928 Accrued expenses and other current liabilities 8,713 (7,817) a 896 (50) (43) a (93) Net cash provided by operating activities 27,803 — 27,803 18,498 — 18,498 Cash flows from investing activities: Purchase of minority interest investment in Vetster (5,000) — (5,000) — — — Purchases of property and equipment (5,260) — (5,260) (1,752) — (1,752) Net cash used in investing activities (10,260) — (10,260) (1,752) — (1,752) Cash flows from financing activities: Dividends paid (24,537) — (24,537) (24,384) — (24,384) Net cash used in financing activities (24,537) — (24,537) (24,384) — (24,384) Net (decrease) increase in cash and cash equivalents (6,994) — (6,994) (7,638) — (7,638) Cash and cash equivalents, at beginning of year 111,080 — 111,080 118,718 — 118,718 Cash and cash equivalents, at end of year $ 104,086 $ — $ 104,086 $ 111,080 $ — $ 111,080 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 4,312 $ — $ 4,312 $ 6,085 $ — $ 6,085 Dividends payable in accrued expenses $ 1,262 $ — $ 1,262 $ 558 $ — $ 558 Year ended March 31, 2021 As Previously Reported Restatement Adjustments Refer-ence As Restated Cash flows from operating activities: Net income $ 30,603 $ (6,684) a $ 23,919 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,427 — 2,427 Share based compensation 3,307 — 3,307 Deferred income taxes 311 (1,584) (1,273) Bad debt expense 130 — 130 (Increase) decrease in operating assets and increase (decrease) in liabilities: Accounts receivable 1,126 — 1,126 Inventories - finished goods (16,536) — (16,536) Prepaid income taxes (959) — (959) Prepaid expenses and other current assets (974) — (974) Accounts payable 19,890 — 19,890 Sales tax payable — 8,268 a 8,268 Accrued expenses and other current liabilities 1,221 — 1,221 Income taxes payable (471) — (471) Net cash provided by operating activities 40,075 — 40,075 Cash flows from investing activities: Purchase of minority interest investment in Vetster — — — Purchases of property and equipment (2,432) — (2,432) Net cash used in investing activities (2,432) — (2,432) Cash flows from financing activities: Dividends paid (22,687) — (22,687) Net cash used in financing activities (22,687) — (22,687) Net (decrease) increase in cash and cash equivalents 14,956 — 14,956 Cash and cash equivalents, at beginning of year 103,762 — 103,762 Cash and cash equivalents, at end of year $ 118,718 $ — $ 118,718 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 10,018 $ — $ 10,018 Dividends payable in accrued expenses $ 198 $ — $ 198 Quarterly Financial Statements (Unaudited) The following tables set forth the corrections in each of the individual line items affected in the condensed consolidated statements of income for each respective period: Three Months Ended June 30, 2021 September 30, 2021 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 79,312 $ (550) a $ 78,762 $ 67,386 $ (289) a $ 67,097 General and administrative 8,041 135 a 8,176 6,958 73 a 7,031 Interest income (expense), net 85 (350) a (265) 74 (362) a (288) Provision for income taxes 1,360 (186) b 1,174 1,982 (149) b 1,833 Net income $ 4,428 $ (849) a, b $ 3,579 $ 6,349 $ (575) a, b $ 5,774 Three Months Ended December 31, 2021 March 31, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Sales $ 60,717 $ (143) a $ 60,574 $ 66,002 $ (153) a $ 65,849 General and administrative 7,541 37 a 7,578 8,289 40 a 8,329 Interest income (expense), net 84 (373) a (289) 92 (381) a (289) Provision for income taxes 1,261 (119) b 1,142 1,368 (48) b 1,320 Net income $ 4,257 $ (434) a, b $ 3,823 $ 6,066 $ (526) a, b $ 5,540 The following tables set forth the corrections in each of the individual line items affected in the condensed consolidated balance sheets for each respective period: June 30, 2021 September 30, 2021 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Deferred tax assets $ — $ 2,886 b $ 2,886 $ — $ 2,521 b $ 2,521 Sales tax payable — 21,201 a 21,201 — 21,925 a 21,925 Deferred tax liabilities 1,114 (1,114) b — 1,627 (1,627) b — Retained earnings 132,489 (17,201) a, b 115,288 132,746 (17,777) a, b 114,969 December 31, 2021 March 31, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Deferred tax assets $ — $ 3,006 b $ 3,006 $ — $ 3,379 b $ 3,379 Sales tax payable — 22,477 a 22,477 — 24,157 a 24,157 Accrued expenses and other current liabilities 5,697 (1,106) a 4,591 Deferred tax liabilities 1,262 (1,262) b — 936 (936) b — Retained earnings 130,721 (18,209) a, b 112,512 130,496 (18,736) a, b 111,760 The following tables set forth the corrections in each of the individual line items affected in the condensed consolidated statements of cash flows for each respective period: Three Months Ended Six Months Ended June 30, 2021 September 30, 2021 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Net income $ 4,428 $ (849) a, b $ 3,579 $ 10,777 $ (1,424) a, b $ 9,353 Deferred income taxes (167) (186) b (353) 346 (335) b 11 Sales tax payable — 1,035 a 1,035 — 1,759 a 1,759 Nine Months Ended Twelve Months Ended December 31, 2021 March 31, 2022 As Previously Reported Restatement Adjustments Refer-ence As Restated As Previously Reported Restatement Adjustments Refer-ence As Restated Net income $ 15,034 $ (1,858) a,b $ 13,176 $ 21,100 $ (2,384) a, b $ 18,716 Deferred income taxes (19) (454) b (473) (345) (501) b (846) Sales tax payable — 2,312 a 2,312 — 2,928 a 2,928 Accrued expenses and other current liabilities (50) (43) a (93) Summary of Restatement - Consolidated Statements of Stockholders’ equity The following table sets forth the corrections in each of the line items affected in the consolidated statements of stockholders' equity and total equity for each respective period: As Previously Reported Restatement Adjustments As Restated Retained Earnings, March 31, 2020 126,177 (9,668) 116,509 Dividends Declared (22,639) — (22,639) Net Income 30,603 (6,684) 23,919 Retained Earnings, March 31, 2021 134,141 (16,352) 117,789 Dividends Declared (24,745) — (24,745) Net Income 21,100 (2,384) 18,716 Retained Earnings, March 31, 2022 130,496 (18,736) 111,760 Dividends Declared (25,241) — (25,241) Net Income 233 4,907 5,140 Retained Earnings, March 31, 2023 105,488 (13,829) 91,659 Total Shareholders' Equity, March 31, 2020 130,010 (9,668) 120,342 Total Shareholders' Equity, March 31, 2021 141,281 (16,352) 124,929 Total Shareholders' Equity, March 31, 2022 142,186 (18,736) 123,450 Total Shareholders' Equity, March 31, 2023 123,795 (13,829) 109,966 |